INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as of
January 1, 2002, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 2001, by and between Titanium Metals
Corporation ("TIMET"), a Delaware corporation, and Tremont Corporation
("Tremont"), a Delaware corporation.
W I T N E S S E T H :
WHEREAS, employees and agents of TIMET and affiliates of TIMET, perform
certain management, financial, legal and administrative functions for Tremont;
and
WHEREAS, Tremont does not separately maintain the full internal capability
to perform all necessary management, financial, legal and administrative
functions which Tremont requires; and
WHEREAS, the cost of maintaining the additional personnel and associated
costs necessary to perform the functions provided for by this Agreement would
exceed the fee set forth in Section 3 of this Agreement; and
WHEREAS, the terms of this Agreement are no less favorable to Tremont than
could otherwise be obtained from a third party for comparable services; and
WHEREAS, Tremont desires to continue receiving the management, financial,
legal and administrative services presently provided by TIMET and affiliates of
TIMET, and TIMET is willing to continue to provide such services under the terms
of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual premises,
representations and covenants herein contained, the parties hereto mutually
agree as follows:
1. TIMET Services to be Provided. TIMET agrees to make available to Tremont,
upon request, the following services (the "TIMET Services") to be rendered
by the internal staff of TIMET and affiliates of TIMET:
(a) Consultation and assistance in the development and implementation of
Tremont's corporate business strategies, plans and objectives.
(b) Consultation and assistance in management and conduct of corporate
affairs and corporate governance consistent with the Certificate of
Incorporation and By-Laws of
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Tremont.
(c) Consultation and assistance in maintenance of financial records and
controls, including preparation and review of periodic financial
statements and reports to be filed with public and regulatory entities
and those required to be prepared for financial institutions or
pursuant to indentures and credit agreements.
(d) Consultation and assistance in cash management and in arranging
financing necessary to implement the business plans of Tremont.
(e) Consultation and assistance in tax management and administration
including; preparation and filing of tax returns, tax reporting,
examinations by government authorities and tax planning.
(f) Consultation and assistance in legal matters.
(g) Administration of retiree benefit plans.
(h) Consultation and assistance in environmental regulation and
remediation.
(i) Such other services as reasonably may be requested by Tremont and for
which TIMET has the necessary staffing and resources.
2. Scope of TIMET Services. The parties hereto contemplate that the TIMET
Services rendered in connection with the conduct of Tremont's business will
be on a scale compared to that existing on the date of this Agreement,
adjusted for internal corporate growth or contraction, but not for major
corporate acquisitions or divestitures, and that adjustments may be
required to the terms of this Agreement in the event of such major
corporate acquisitions, divestitures or special projects. Tremont will
continue to bear all other costs required for outside services including,
but not limited to, the outside services of attorneys, auditors, trustees,
consultants, transfer agents and registrars, and it is expressly understood
that TIMET assumes no liability for any expenses or services other than
those stated in Section 1. In addition to the fee paid to TIMET by Tremont
for the TIMET Services provided pursuant to this Agreement, Tremont will
pay to TIMET the amount of out-of-pocket costs incurred by TIMET in
rendering such TIMET Services.
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3. Fee for Services. Tremont agrees to pay to TIMET a fee of $94,849
quarterly, commencing as of January 1, 2002, pursuant to this Agreement.
This amount is based upon a good faith estimation by TIMET of the salaries
and regular bonuses to be paid to TIMET employees expected to provide TIMET
Services pursuant to this Agreement and the estimated percentage allocation
of the time of such employees that will be spent on Tremont matters, plus
overhead thereon at a rate of 20%. No later than 120 days following the end
of each calendar year, an appropriate adjustment payment will be made by
Tremont to TIMET, or by TIMET to Tremont, as the case may be, in order to
adjust for salaries and regular bonuses actually paid by TIMET employees
providing TIMET Services and any changes in the estimated time spent on
Tremont matters from that projected at the time of this Agreement.
4. Term. The term of this Agreement shall be from January 1, 2002 to December
31, 2002.
5. Extensions. This Agreement shall be extended on a quarter-to-quarter basis
after the expiration of its original term unless written notification is
given by TIMET or Tremont thirty (30) days in advance of the first day of
each successive quarter or unless it is superseded by a subsequent written
agreement of the parties hereto.
6. Limitation of Liability. In providing TIMET Services hereunder, TIMET shall
each have a duty to act, and to cause its agents to act, in a reasonably
prudent manner, but neither TIMET nor any officer, director, employee or
agent of TIMET or its respective affiliates shall be liable to the other
party hereunder for any error of judgment or mistake of law or for any loss
incurred by such party in connection with the matter to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of TIMET.
7. Indemnification. Tremont shall indemnify and hold harmless TIMET, its
affiliates and its respective officers, directors and employees from and
against any and all losses, liabilities, claims, damages, costs and
expenses (including reasonable attorneys' fees and other expenses of
litigation) to which TIMET may become subject out of the TIMET Services
provided by TIMET hereunder, provided that such indemnity shall not protect
TIMET against any liability to which TIMET would otherwise be subject to by
reason of willful misfeasance, bad faith or gross negligence on the part of
TIMET.
8. Further Assurances. Each of the parties will make, execute, acknowledge and
deliver such other instruments and documents, and take all such other
actions, as the other party may reasonably request and as may reasonably be
required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
9. Notices. All communications hereunder shall be in writing and shall be
addressed, if intended for TIMET, to 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, Attention: General Counsel, or such other address as it
shall have furnished to Tremont in writing, and if intended for Tremont, to
0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention:
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General Counsel, or such other address as it shall have furnished to TIMET
in writing.
10. Amendment and Modification. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated other than by agreement in
writing signed by the parties hereto.
11. Successor and Assigns. This Agreement shall be binding upon and inure to
the benefit of TIMET and Tremont and their respective successors and
assigns, except that neither party may assign its rights under this
Agreement without the prior written consent of the other party.
12. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Colorado.
13. Confidentiality. Except as otherwise required by applicable law, each of
the parties agrees that it will maintain in confidence all confidential
information regarding the other party supplied to it in the course of the
performance of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
TITANIUM METALS CORPORATION
By: _____________________________________
Xxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
TREMONT CORPORATION
By: _____________________________________
Xxxxxx X. Xxxxxxxxx
Vice President and General Counsel
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